Common use of Method of Conversion Clause in Contracts

Method of Conversion. (a) The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Agent at the addresses or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent Instruction, a Conversion Notice. On the date the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged to the Transfer Agent. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one Trading Day after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one Trading Day after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note.

Method of Conversion. (a) The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Agent at the addresses or telephone line facsimile transmission number provided in or pursuant Conversion Agent, with a copy to the Transfer Agent InstructionCompany, a Conversion Notice. On Notice stating the date principal amount of this Note which, together with interest and Default Interest, if any, as provided in this Note, is being converted and the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged number of shares of Common Stock to the Transfer Agentbe issued upon such conversion. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one two Trading Day Days after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one two Trading Day Days after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes in writing to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable taxes arising in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person Person or persons Persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Notesuch conversion.

Method of Conversion. (a) The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Agent at the addresses or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent Instruction, a Conversion Notice. On the date the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged to the Transfer Agent. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one Trading Day after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one Trading Day after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting converting, holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting requesting, the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note.

Method of Conversion. (a) The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Company and the Issuing Agent at the addresses or telephone line facsimile transmission number numbers provided in or pursuant to the Transfer Agent InstructionAgreement, a Conversion NoticeNotice stating the principal amount of this Note which, together with interest and Default Interest, if any, as provided in this Note, is being converted and the number of shares of Common Stock to be issued upon such conversion. On the date the The Holder shall make reasonable efforts to deliver a copy of such Conversion Notice to the Company's legal counsel when such notice is delivered, delivered to the Company and the Issuing Agent or as soon as practical thereafter, provided that the failure to do so shall acknowledge not relieve the Conversion Notice and forward Company or the Conversion Notice as so acknowledged to Issuing Agent of its obligations or prejudice the Transfer AgentHolder's rights. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one two Trading Day Days after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one two Trading Day Days after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes in writing to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Note.

Method of Conversion. (a) The right of the Holder to convert -------------------- this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Conversion Agent at the addresses address or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent Instruction, a Conversion NoticeNotice stating the principal amount of this Note which, together with interest and Default Interest, if any, as provided in this Note, is being converted and the number of shares of Common Stock to be issued upon such conversion. On The Holder shall deliver a copy of such Conversion Notice to the date Company when such notice is delivered to the Conversion Notice is deliveredAgent or as soon as practical thereafter, provided that the Company failure to do so shall acknowledge not relieve the Conversion Notice and forward Agent of its obligations or prejudice the Conversion Notice as so acknowledged to the Transfer AgentHolder's rights. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one Trading Business Day after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one Trading Business Day after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes in writing to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Notesuch conversion.

Method of Conversion. (a) The right of the Holder to convert this Note shall be exercised by delivering (which may be made by telephone line facsimile transmission) to the Transfer Conversion Agent at the addresses address or telephone line facsimile transmission number provided in or pursuant to the Transfer Agent InstructionAgreement, a Conversion Notice. On Notice stating the date principal amount of this Note which, together with interest and Default Interest, if any, as provided in this Note, is being converted and the Conversion Notice is delivered, the Company shall acknowledge the Conversion Notice and forward the Conversion Notice as so acknowledged number of shares of Common Stock to the Transfer Agentbe issued upon such conversion. The number of shares of Common Stock to be issued upon each conversion of this Note shall be the number set forth in the applicable Conversion Notice, which number shall be conclusive absent manifest error. The Company shall notify the Holder of any claim by the Company of manifest error in a Conversion Notice within one Trading Day three Business Days after the Holder gives such Conversion Notice and no such claim of error shall limit or delay performance of the Company's obligation to issue upon such conversion the number of shares of Common Stock which are not in dispute. A Conversion Notice shall be deemed for all purposes to be in proper form unless the Company notifies the Holder by telephone line facsimile transmission within one Trading Day three Business Days after a Conversion Notice has been given (which notice from the Company shall specify all defects in the Conversion Notice) and any Conversion Notice containing any such defect shall nonetheless be effective on the date given if the Holder promptly undertakes in writing to correct all such defects. If the Company shall have notified the Transfer Agent and such holder of any such manifest error, and the Company and such holder do not agree as to a resolution of such manifest error on or before the date of such notice by the Company of an error in such Conversion Notice, the Company shall on the date such notice is given submit the dispute to Ernst & Young LLP or another firm of independent public accountants of recognized national standing (the "Auditors") for determination and shall instruct the Auditors to resolve such dispute and to notify the Company, the Transfer Agent and such holder within one Trading Day after such dispute is submitted to the Auditors. Immediately after receipt of timely notice of the Auditors' determination (but in any event within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent), the Transfer Agent shall issue to the converting Holder any additional shares of Common Stock to which such holder is entitled based on the determination of the Auditors. The Transfer Agent is authorized and directed to rely on the Auditors' determination. If the Auditors shall fail to notify the Transfer Agent of their determination within three Trading Days after the applicable Conversion Notice is given to the Transfer Agent, then the Transfer Agent shall, within three Trading Days after receipt of the applicable Conversion Notice, issue to the converting holder any additional shares of Common Stock to which such Holder is entitled based on the applicable Conversion Notice. The Company shall pay any transfer or issuance taxable payable in connection with any conversion of this Note except that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons requesting the issuance thereof shall have paid to the Company the amount of any such tax or shall have established to the satisfaction of the Company that such tax has been paid. The Holder shall be responsible for the amount of any withholding tax payable in connection with any conversion of this Noteconversion.